============================================================================= ISOC Document Title: Report on the Elections Practices Relating to the Internet Society Trustees Author: A.M.Rutkowski Date: 3 May 1995 Body: Board of Trustees Document: 95-003 Revision: - Supersedes: - Status: Maintainer: A.M.Rutkowski Access: unrestricted ---------------------------------------------------------------------------- Preface The history of the procedures and practices relating to Internet Society Trustee elections over the past four years is marked by complexities and discontinuities in practices that defy portrayal in a cohesive way. This report somewhat exhaustively chronicles this history. Although this history has been marked by considerable inconsistency, it appears that that the current operative procedures in Res. 94-19 (Doc. 94-205a) now apply. With the exception of the annual meeting date, the timetable dates are still operative. Although it seems clear that the intent of this resolution is to allow the newly elected trustees to participate fully in the Trustees meeting at the Annual Meeting, the precise beginning of their terms remains uncertain - i.e., whether it's at the outset of the meeting or at the end of the challenge period or upon their declaration of election. The result most consistent with historical practice, the Charter, and the By-Laws is that they begin office at the outset of the meeting. This causes no problems with respect to the general "three year" policy previously articulated by the Board, because of it's inapplicability to the outgoing Trustees who were all Initial Trustees. It seems advisable to amend Res. 94-19 to clarify this matter, including any remaining latent uncertainties concerning the length of terms of trustees. I. Charter Provisions The Charter of the Society provides for elected trustees as follows: The board of directors of the corporation shall be known as the Board of Trustees. Except for the initial Board of Trustees, whose names are set forth in these Articles of Incorporation, the manner in which the Trustees are to be elected or appointed shall be as provided in the by- laws. [Sec. 6, Internet Society Charter] The Charter also contains provisions for transitioning from an initial Board of Trustees to an elected board. It is illustrative to note that at the outset there was an express intent for the transition to occur prior to the annual meeting. The number of Trustees constituting the initial Board of Trustees of the corporation is fourteen, and the names and addresses, including street and number, if any, of the persons who are to serve as the initial Trustees until the first annual meeting or until their successors be elected and qualify are: [Sec. 9, Internet Society Charter] II. Bylaws Provisions The Bylaws of the Society provides for election of trustees as follows: The Board of Trustees is authorized, from time to time, to appoint, or to make arrangements for the election of, Trustees, by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws), such that the total number of Trustees shall be not in excess of twenty (excluding any non-voting Trustees). Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these By-Laws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception, any vacancy which arises because a Trustee has ceased to serve may be filled for the remainder of the unexpired term. All Trustees appointed by the Board shall be by the affirmative vote of at least four- fifths of the members of the Board of Trustees then in office. The Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government. The Board may also make such arrangements as it deems appropriate for the terms of the Trustees to be staggered, including the terms of the Initial Trustees. A Trustee may serve additional terms provided that the number of successive terms shall not exceed two, except that service as a Trustee during the Initial Period of Operations shall not be counted in this computation. [Art. III, Sec. 2, Internet Society Bylaws] Thus, the Bylaws do not themselves provide additional guidance regarding the elections process. III. Resolutions and Actions of the Board A. 1992 At the First Meeting of the Board (Kobe, 1992), Resolution 1-7 was introduced to amend the By-Laws to have specific provisions related to the number of elected trustees, terms, procedures, and election periods. [See Tab J, Agenda of the First Meeting] However, the Board decided not to incorporate these provisions into the By-Laws and instead placed them into Resolution 92-7. [See Internet Society Board of Trustees Meeting Minutes, Monday, 15 June 1992 Kobe, Japan, at 4.] It is also instructive to note that the Minutes contain explicit mention that the proposal "...provides that five Trustees be elected in January 1993, and take office on 1 July 1993", that such a provision was actually placed in the adopted resolution. As a related action, Juergen Harms was appointed by the Board for a one year term "expiring 30 June 1993." [id.] As adopted, the Resolution is as follows. It apparently was never re-written to reflect its status as a resolution rather By-Laws amendment, and thus the language is not entirely appropriate. Election of Trustees Number of Elected Trustees. The number of elected Trustees shall be fixed by resolution of the Board of Trustees. The number of elected Trustees shall not be less than fifteen; provided that this provision is suspended during the initial period in these By-Laws. Term of Elected Trustees. Elected Trustees shall serve a three year term, commencing on the first day of July immediately following their election. Trustee Election Procedures. The Board of Trustees shall annually appoint an Elections Committee with responsibility for establishing and supervising election procedures. The Chair of the committee shall be a Trustee whose term of office does not expire in the year in which he or she is appointed. The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 45 days following the election. Election Period. The date of the annual Trustee election shall be established at least six months in advance of the election. Election materials shall be provided to the voting members a minimum of 30 days in advance of the election. All Trustee elections shall take place by written, secret ballot. [Resolution 92-7, Internet Society Board of Trustees] The President was authorized by Res. 92-8 to appoint the Nominating and Elections Committees. [See Minutes of Kobe Meeting, supra, at 5.] Geoff Huston was subsequently appointed as Chair of the Nominations Committee, and Charles Brownstein as Chair of the Elections Committee. [See Agenda, Internet Society Board of Trustees Meeting, 10 Dec 1992] During October 1992, ongoing email discussions among the Executive Committee led to a new resolution relating to the nomination and election of trustees, Res. 92-11. This was unanimously adopted by the Trustees by email on 20 October, but subsequently amended at the Second Meeting of the Board (Reston, 1992). [See Meeting Summary, Internet Society Board of Trustees Meeting, Reston, 10-11 Dec 1992.] The amendment dealt with the point at which the trustees began their new terms: For the 1993 Trustee election, newly elected Trustees shall take office on the first day of the month following certification of the election results to the Board. [Id.] In adopting this provision, it was also noted that "...The Board adopted a procedure to determine the assignment of terms of less than three years duration to those Trustees who were appointed in 1992 to compose the initial Board of the Internet Society. Such assignment may be needed in connection with the Trustee elections in 1994 and 1995 depending on turnover among the members of the Board between now and those elections." [Id.] The entire resolution, as amended, is contained in Annex A, below. B. 1993 The election was conducted in 1993 and the ballots counted on 1 June and announced on 2 June. [See ISOC Election Ballot Count, Email message, Cerf to Trustees, 2 June 1993.] Pursuant to Res. 92-11, six elected trustees assumed office on 1 July 1993, and participated at the Third Meeting of the Trustees at San Francisco, 16 Aug 1993, that meets concurrent with the Society's annual meeting. [See Minutes of the Regular Meeting of the Board of Trustees, August 16-17, 1993, San Francisco, Calif. USA, at para. 2] President Cerf appointed Jon Postel as Chair of the Nominating Committee for 1994. [See Cerf email to trustees, 24 Dec 94]. Without further action, Charles Brownstein continued as chair of the elections committee. C. 1994 The 1994 Nominations Committee was announced 12 Jan 1994 by Cerf EMail to trustees. At the Fourth Meeting of the Trustees (Reston, 7-9 Feb 94), Postel. In the minutes, he refers to ISOC Res. 92-11 as controlling, that the nominations period commenced 15 Jan 94, and "the election results can be announced on September 1, 1994, allowing the new trustees to assume their position at the next meeting of the ISOC Board of Trustees." [Internet Society Minutes of Regular Meeting of Board of Trustees, Doc. 94-150, at sec. 7.] In addition, the Fourth Meeting also resolved to form a committee to report to the Trustees on the proposed schedule for the 1995 Trustee elections, and propose any appropriate changes to the existing elections procedure. [See Res. 94-07] At the Fifth Meeting of the Trustees (Prague, 13-14 Jun 94), the Board took several important steps relative to elections. It reviewed Postel's report on the progress on of the ongoing 1994 election. In order to accommodate these later than normal elections, the Board "noted that for 1994 the Annual General Meeting of the Trustees is to be held on December 15 1994, following the completion of the 1994 Trustee Elections." [Minutes of the Regular Meeting of the Board of Board of Trustees, June 13 - 14, 1994, Prague, Czech Republic, at sec. 9] Most importantly, the Board reviewed and unanimously adopted Doc. 94-205a as Res. 94-19, cancelled Res 92-11, and set forth a timetable for the 1995 elections. [Ibid.] This document was prepared in response to the Board's Res. 94-07 at the Fourth meeting and appointment of Geoff Huston to chair the effort. On 24 Mary 94, Postel announced the selection of candidates for the Nominating Committee by EMail. The cutoff for return of ballots was 15 Sept, and they were counted and elections announced on 21 Sept 1994. The newly elected trustees assumed their position at the following Trustees Meeting at Reston, December 1994. The Board noted that for 1994 the Annual General Meeting of the Trustees is to be held on December 15 1994, following the completion of the 1994 Trustee Elections. The newly elected Trustees participated in the Sixth Meeting of the Trustees (Reston, 1994) D. 1995 The nomination and elections process proceed in accordance with the timetable set forth in Res. 94-19. -------------------------------------------------------------- Annex A INTERNET SOCIETY - RESOLUTION 92-11 - ADOPTED 20 OCT 92 - FURTHER AMENDED 10 DEC 92 PROCEDURES FOR NOMINATION AND ELECTION OF TRUSTEES 1.0 Trustee Position to be Filled The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the individual members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of By-Law Article III, Section 2, which provides that the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government. 1.1 Date of Election The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than sixty days prior to the next Annual Meeting of the Society. 1.2 Use of Electronic Mail All communications concerning the nomination and election of Trustees shall be in the form of electronic mail except the ballot, which shall be in the form of first class postal mail. Members of the Society who are not reachable by electronic mail may participate in the nomination process by postal mail. 2.0 Nominating Committee The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of five individual members of the Society. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least two members of the Nominating shall be individual members of the Society not currently serving in any elected or appointed capacity in the Society. 2.1 Nominations by Committee The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of sixty days. The number of individuals nominated shall exceed the number of Trustees to be elected. 2.2 Nominations by Petition The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 150 days prior to the date established for Trustee elections. Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee not less than 90 days prior to the election. Petitions may be filed electronically. The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater. 2.3 Candidates for Election The Nominating committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 75 days prior to the election date. 3.0 Elections Committee The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society which will be responsible for establishing and supervising elections. The Chair of the committee shall be a Trustee whose term of office does not expire during the year of the election. 3.1 Eligibility to Vote All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of mailing of the ballot. 3.2 Ballot The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society in good standing not less than sixty days prior to the date of the election. 3.3 Voting Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. Votes may be cumulated on behalf of one or more candidates for election. A member may use fewer than the total number of votes available if he or she so chooses. 3.4 Receipt of Ballots All ballots for Trustee elections shall be received by the Chair of the Elections Committee by 5 p.m. local time on the day prior to the date of election, at the place established by the Elections Committee for delivery of the ballots. 3.5 Counting of Ballots The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots. 3.6 Certification of Vote The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received. 3.7 Challenges No challenge to any Trustee nomination or election procedure or result may be brought except by an individual member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received within thirty days after the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, within thirty days of receipt of the challenge. 3.8 [Terms of Office.] For the 1993 Trustee election, newly elected Trustees shall take office on the first day of the month following certification of the election results to the Board. [Added by Board of Trustees meeting at Reston, 10-11 Dec 1992.] INTERNET SOCIETY TIMETABLE FOR 1993 TRUSTEE ELECTIONS 1 Nov 92 Publish call for nominations 1 Jan 93 Publish nominations 1 Mar 93 Deadline for petitions 15 Mar 93 Complete candidate slate 31 Mar 93 Mail ballots 31 May 93 Election date - count ballots 10 Jun 93 Certify Election results -------------------------------------------------------------- Resolution 94-19 Procedures for Nomination and Election of Trustees (Supersedes Resolution 92-11) Procedures for Nomination and Election of Trustees 1. Trustee Positions to be Filled The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the individual members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of By-Law Article III, Section 2, which provides that "the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government." 1.1 Date of Election The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society. 1.2 Use of Electronic Mail All communications concerning the nomination and election of Trustees shall be in the form of electronic mail except the ballot, which shall be in the form of first class postal mail. Members of the Society who are not reachable by electronic mail may participate in the nomination process by postal mail. 2. Nominating Committee The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 5 individual members of the Society. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be individual members of the Society not currently serving in any elected or appointed capacity in the Society. 2.1 Nominations by Committee The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected. 2.2 Nominations by Petition The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections. Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee not less than 75 days prior to the election. Petitions may be filed electronically. The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater. 2.3 Candidates for Election The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date. 3. Elections Committee The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society which will be responsible for establishing and supervising elections. The Chair of the committee shall be a Trustee whose term of office does not expire during the year of the election. 3.1 Eligibility to Vote All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of mailing of the ballot. 3.2 Ballot The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society in good standing not less than 60 days prior to the date of the election. 3.3 Voting Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. Votes may be cumulated on behalf of one or more candidates for election. A member may use fewer than the total number of votes available if he or she so chooses. 3.4 Receipt of Ballots All ballots for Trustee elections shall be received by the Chair of the Elections Committee by 5 pm local time on the day prior to the date of the election, at the place established by the Elections Committee for delivery of the ballots. 3.5 Counting of Ballots The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots. 3.6 Certification of Vote The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received. 3.7 Challenges No challenge to any Trustee nomination or election procedure or result may be brought except by an individual member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received within 20 days of the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board's decision, which shall be final, within 40 days of the election date. Resolution 94-20 1995 ISOC Nomination and Trustee Election Timetable The Board resolved unanimously to adopt a Timetable for the 1995 Trustee nomination and election process in accordance with the procedures of Resolution 92-19 commencing with the opening of the Nominations period on December 1 1994. The Timetable to be adopted is as follows: December 1 1994 Nominations Period Opens December 31 1994 Nominations Period Closes January 15 1995 Nominations Committee Announcement February 14 1995 Petition Period Closes February 15 1995 Candidate Announcement March 1 1995 Election Period Opens - Ballots posted April 30 1995 Election date May 1 1995 Challenge Period Opens May 10 1995 Elections Committee Certifies Result May 20 1995 Challenge Period closes June 9 1995 ISOC Response to Challenge Period Closes June 13 1995 1995 Annual General Meeting ---------------------------------------------------------------------